The runaway success of The Dark Knight could be attributed to many things, such as the audience’s excitement of seeing The Joker back on the big screen, or Heath Ledger’s unfortunate passing just before the film’s release. Ultimately, though, what drove the massive box office was quite simply that Christopher Nolan had crafted an exquisite picture. It delivered everything fans wanted, but did so in unexpected and memorable ways. It transcended its comic book label and became something like Heat with capes. That’s one hell of a trick, and topping it seems almost impossible. Still, that’s exactly what Nolan tries to do with The Dark Knight Rises, the capper to a trilogy that collectively will go down as one of the seminal Batman experiences.

The Dark Knight Rises begins eight years after The Dark Knight. Harvey Dent’s death leads to new legislation that allows the police force to clean up Gotham, and Bruce Wayne (Christian Bale) hangs up his cape and cowl. Things are so serene that the mayor is considering forcing Commissioner Jim Gordon (Gary Oldman) to retire, because he’s too aggressive. However, a storm is brewing. A masked mercenary named Bane (Tom Hardy) comes to Gotham, intent on not just wreaking havoc, but destroying the city completely. This forces Batman out of hiding, where he encounters a mysterious jewel thief who goes by the name Selina Kyle (Anne Hathaway).

For all its talk of chaos, The Dark Knight was a tightly structured, highly ordered film. Even though you often couldn’t tell what was going to happen next, you had faith that Nolan was always a step ahead of you. Rises, on the other hand, feels like a movie rushing to meet itself. So much is going on at any one time that the sure hand you could always feel at the helm of The Dark Knight seems to have loosened here.

Bane is in many ways the opposite of The Joker. He rarely pontificates (except for two drawn out speeches in the second act that feel like misfires), and is a grand schemer. He doesn’t have to remain one step ahead of Batman, because he has the physical strength to break Batman should he so desire. As portrayed by Tom Hardy, Bane is a mountain of flesh, but with a constantly adept mind hiding underneath. Unfortunately for Hardy, while Bane may appear physically intimidating, he doesn’t have the charisma or the feel of unpredictable danger that The Joker possessed.

Perhaps Nolan realized this shortcoming (and it is a genuine shortcoming), because he’s amped up almost everything else. The sheer spectacle of Rises is almost too much to take, especially in IMAX, with virtually every action sequence taking advantage of the massive 70mm image. Nolan pulls out all the stops, making the action in The Dark Knight, Inception, and Batman Begins look meager by comparison. Nolan also ups the emotional ante, turning Bruce Wayne into an obsessed loner, unable to move on from the events of the last film. The film also ties in closely with Batman Begins, so it would be worth revisiting that movie before seeing the new one.

Of course, the film isn’t just about Batman and Bane, and Rises has a whole new cast of supporting characters, including Anne Hathaway as Selina Kyle (never named as Catwoman explicitly), Marion Cotillard, Matthew Modine, and Joseph Gordon-Levitt. At almost three hours, some of these subplots could have been more judiciously edited, but part of the fun of Rises is its sprawl. It’s certainly not a disciplined movie, but it is a spectacular one, with enough visual oomph to carry it through to the end. It’s the weakest of the three Nolan Batman outings, but that doesn’t stop it from being one of the most impressive films of the year thus far.